Subscription Agreement
As
of May
31, 2006
To
the
Board of Directors of
East
India Company Acquisition Corp.:
Gentlemen:
The
undersigned hereby subscribes for and agrees to purchase 120,100 units (“Insider
Units”), each consisting of one share of common stock (“Common Stock”) and two
warrants (“Warrants”), each to purchase one share of Common Stock, at $6.00 per
Insider Unit, and 685,000 Warrants (“Insider Warrants” and together with the
Insider Units, the “Insider Securities”)) at $0.70 per Insider Warrant, of East
India Company Acquisition Corp. (the “Corporation”) for an aggregate purchase
price of $1,200,100 (“Purchase Price”). The purchase and issuance of the Insider
Securities shall occur simultaneously with the consummation of the Corporation’s
initial public offering of securities (“IPO”) which is being underwritten by
EarlyBirdCapital, Inc. (“EBC”). The Insider Securities will be sold to the
undersigned on a private placement basis and not part of the IPO.
At
least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Xxxxxxxx Xxxxxx to hold in a non-interest bearing
account until the Corporation consummates the IPO. Simultaneously with the
consummation of the IPO, Xxxxxxxx Xxxxxx shall deposit the Purchase Price,
without interest or deduction, into the trust fund (“Trust Fund”) established by
the Corporation for the benefit of the Corporation’s public stockholders as
described in the Corporation’s Registration Statement, pursuant to the terms of
an Investment Management Trust Agreement to be entered into between the
Corporation and Continental Stock Transfer & Trust Company. In the event
that the IPO is not consummated within 14 days of the Purchase Price being
delivered to Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx shall return the Purchase Price
to
the undersigned, without interest or deduction.
The
undersigned represents and warrants that it has been advised that the Insider
Securities have not been registered under the Securities Act; that it is
acquiring the Insider Securities for its account for investment purposes only;
that it has no present intention of selling or otherwise disposing of the
Insider Securities in violation of the securities laws of the United States;
that it is an “accredited investor” as defined by Rule 501 of Regulation D
promulgated under the Securities Act of 1933, as amended (the “Securities Act”);
and that it is familiar with the proposed business, management, financial
condition and affairs of the Corporation.
Moreover,
the undersigned agrees that it shall not sell or transfer the Insider Securities
or any underlying securities until after the Corporation consummates a merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business (“Business Combination”) and acknowledges that the
certificates for such Insider Securities shall contain a legend indicating
such
restriction on transferability. If
the
Company solicits approval of its stockholders of a Business Combination, the
undersigned will vote all shares of Common Stock included within the Insider
Units and any shares of Common Stock issued upon exercise of the Warrants
included in the Insider Units or the Insider Warrants owned by it in accordance
with the majority of the votes cast by the holders of the shares of Common
Stock
issued in the Company’s IPO. Additionally,
the undersigned hereby waives, with respect to the Insider Securities (and
the
underlying securities), any and all right, title, interest or claim of any
kind
(“Claim”) in or to any distribution of the Trust Fund and any remaining net
assets of the Corporation as a result of the liquidation of the Company and
hereby waives any Claim the undersigned may have in the future as a result
of,
or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Trust Fund for any reason whatsoever.
The
Company hereby acknowledges and agrees that, in the event the Company calls
its
public Warrants for redemption pursuant to that certain Warrant Agreement to
be
entered into by the Company and Continental Stock Transfer & Trust Company
in connection with the Company’s IPO, the Company shall allow the undersigned to
exercise any Insider Warrants and any Warrants included within the Insider
Units
by surrendering such Warrants for that number of shares of Common Stock equal
to
the quotient obtained by dividing (x) the product of the number of shares of
Common Stock underlying the Warrant, multiplied by the difference between the
Warrant exercise price and the “Fair Market Value” (defined below) by (y) the
Fair Market Value. The “Fair Market Value” shall mean the average reported last
sale price of the Common Stock for the 10 trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to
holders of Warrants.
The
terms
of this agreement and the restriction on transfers with respect to the Insider
Securities may not be amended without the prior written consent of
EBC.
Very
truly yours,
00xx
XXXXXX
LLC
By: /s/
Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
President
Agreed
to:
East
India Company Acquisition Corp.
By:
/s/
Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
Chairman
Xxxxxxxx
Xxxxxx
By:
/s/
Xxxxx Xxxx Xxxxxx
Name:
Xxxxx Xxxx Xxxxxx
Title:
Managing Partner
EarlyBirdCapital,
Inc.
By:
/s/
Xxxxxx Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
Managing Director
